FIRST AMENDMENT AGREEMENT



 





EXHIBIT 10.18.1




Execution Copy




FIRST AMENDMENT TO THE

MANAGEMENT AGREEMENT




     FIRST AMENDMENT, dated as of April 15, 2003 (the “Amendment”), to the
Management Agreement dated as of May 17, 2002 (the “Management Agreement”), by
and among Lightyear Capital, LLC, a Delaware limited liability company (the
“Consultant”), CFSL Holdings Corp., a Delaware corporation (“Holdings”), CFSL
Acquisition Corp., a Delaware corporation (“Acquisition”) and Collegiate
Funding Services, L.L.C., a Virginia limited liability company (“CFS LLC”).



W I T N E S S E T H:




     WHEREAS, the Consultant, Holdings, Acquisition and CFS LLC are parties to
the Management Agreement;



     WHEREAS, each of the parties to the Management Agreement desires to amend
the Management Agreement, as more fully described herein.



     NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:


     1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein have the meanings assigned to such terms in the Management Agreement.


     2. Amendment to Section 4.2 . Section 4.2 of the Management Agreement is
hereby amended by deleting the amount $1.0 million contained therein and
inserting in lieu thereof the amount $1.25 million.


     3. Continuing Effect of the Management Agreement. This Amendment shall
not constitute an amendment or waiver of any provision of the Management
Agreement not expressly referred to herein. Except as expressly amended
hereby, the provisions of the Management Agreement are and shall remain in full
force and effect.


     4. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


     5. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.





 








 












     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


	 	 	 	 	 
	 	LIGHTYEAR CAPITAL LLC

 	 
	 	By:  	/s/ Bruce J. Rubin
 	 
	 	 	Name:  Bruce J. Rubin

Title:  Managing Director and Chief Administrative Officer	 
	 
	 	CFSL HOLDINGS CORP.

 	 
	 	By:  	/s/ J. Barry Morrow
 	 
	 	 	Name:  J. Barry Morrow

Title: Chief Executive Officer	 
	 
	 	COLLEGIATE FUNDING SERVICES, L.L.C.

 	 
	 	By:  	/s/ J. Barry Morrow
 	 
	 	 	Name:  J. Barry Morrow

Title: President
	 
	 
	 	CFSL ACQUISITION CORP.

 	 
	 	By:  	/s/ J. Barry Morrow
 	 
	 	 	Name:  J. Barry Morrow

Title: Chief Executive Officer 	 




 









 






	 	 	 	 	 



Execution Copy




SECOND AMENDMENT TO THE

MANAGEMENT AGREEMENT





     SECOND AMENDMENT, dated as of June 18, 2004 (the “Amendment”), to the
Management Agreement dated as of May 17, 2002, as amended on April 15, 2003
(the “Management Agreement”), by and among Lightyear Capital, LLC, a Delaware
limited liability company (the “Consultant”), Collegiate Funding Services, Inc.
(formerly known as CFSL Holdings Corp.), a Delaware corporation (“Holdings”),
CFSL Acquisition Corp., a Delaware corporation (“Acquisition”) and Collegiate
Funding Services, L.L.C., a Virginia limited liability company (“CFS LLC”).



W I T N E S S E T H:




     WHEREAS, the Consultant, Holdings, Acquisition and CFS LLC are parties to
the Management Agreement;



     WHEREAS, Holdings, Acquisition and CFS LLC are parties to a Credit
Agreement dated as of October 30, 2003 with the lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent (the “Credit Agreement”);



     WHEREAS, each of the parties to the Management Agreement desires to amend
the Management Agreement, as more fully described herein.



     NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:



     1. 
Defined Terms. Unless otherwise defined herein, capitalized terms used
herein have the meanings assigned to such terms in the Management Agreement.


     2. 
Amendment to Section 2 . Section 2 of the Management Agreement is
hereby amended by inserting the following new paragraph at the end thereof:



     “Notwithstanding the foregoing, the Board of Directors of Holdings acting
by majority may terminate this Agreement at any time. In the event of a
termination of this Agreement pursuant to the immediately preceding sentence,
CFS shall pay the Consultant (or its designated affiliate) (i) all unpaid
Management Fees (pursuant to Section 4.2 below) and expenses (pursuant to
Section 4.3 below) due with respect to periods prior to the date of termination
plus (ii) the net present value (using a discount rate equal to the then
existing London Interbank Offered Rate plus 300 basis points) of the Management
Fees that would have been payable with respect to the period from the date of
termination until the later of May 17, 2012 and the date to which the
Term shall have been extended, if any, pursuant to the last sentence of the
immediately preceding paragraph.”



 









 





     3. 
Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the effectiveness of an amendment or waiver to the Credit
Agreement that permits the transactions contemplated by this Amendment and the
effectiveness hereof.


     4. 
Continuing Effect of the Management Agreement. This Amendment shall
not constitute an amendment or waiver of any provision of the Management
Agreement not expressly referred to herein. Except as expressly amended
hereby, the provisions of the Management Agreement are and shall remain in full
force and effect.



     5. 
Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


     6. 
Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction will not invalidate or render unenforceable such provision in
any other jurisdiction.


     7. 
GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 









 










     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


	 	 	 	 	 
	 	LIGHTYEAR CAPITAL LLC

 	 
	 	By:  	/s/ Bruce J. Rubin
 	 
	 	 	Name:  Bruce J. Rubin

Title:  Managing Director and Chief Administrative Officer	 
	 
	 	COLLEGIATE FUNDING SERVICES, INC (f/k/a
CFSL HOLDINGS CORP.)

 	 
	 	By:  	/s/ J. Barry Morrow
 	 
	 	 	Name:  J. Barry Morrow

Title: Chief Executive Officer	 
	 
	 	COLLEGIATE FUNDING SERVICES, L.L.C.

 	 
	 	By:  	/s/ J. Barry Morrow
 	 
	 	 	Name:  J. Barry Morrow

Title: President
	 
	 
	 	CFSL ACQUISITION CORP.

 	 
	 	By:  	/s/ J. Barry Morrow
 	 
	 	 	Name:  J. Barry Morrow

Title: Chief Executive Officer